|
4
<br /> of the City_ If authorized, the City may (at its sole option) obtain or arrange air travel for the
<br /> Contractor. Eligible expenses shall not exceed-0-
<br /> D. Total compensation, including all services and expenses, shall not exceed a maximum of
<br /> $149,142.
<br /> E. If Contractor fails or refuses to accept direction or carry out the reasonable directions of the
<br /> City in performance of its work,the City may, in addition to any other remedy,withhold from
<br /> any payment otherwise due an amount that the City in good faith believes is equal to the cost to
<br /> the City of correcting,re-procuring, or remedying any damage caused by Contractor's conduct.
<br /> 5. Termination of Contract. City reserves the right to terminate this Agreement at any time by
<br /> sending written notice of termination to Contractor("Notice"). The Notice shall specify a termination
<br /> date("Termination Date")at least fourteen(14)days after the date the Notice is issued. The Notice shall
<br /> be effective("Notice Date")upon the earlier of either actual receipt by Contractor(whether by fax,mail,
<br /> delivery or other method reasonably calculated to be received by Contractor in a reasonably prompt
<br /> manner)or three calendar days after issuance of the Notice. Upon the Notice Date,Contractor shall
<br /> immediately commence to end the Work in a reasonable and orderly manner. Unless terminated for
<br /> Contractor's material breach,the Contractor shall be paid or reimbursed for: (a) all hours worked and
<br /> Eligible Expenses incurred up to the Notice Date,less all payments previously made; and (b)those hours
<br /> worked and Eligible Expenses incurred after the Notice Date,but prior to the Termination Date,that
<br /> were reasonably necessary to terminate the Work in an orderly manner. The Notice shall be sent by the
<br /> United States Mail to Contractor's address provided herein,postage prepaid, certified or registered mail,
<br /> return receipt requested,or by delivery. In addition,the Notice may also be sent by any other method
<br /> reasonably believed to provide Contractor actual notice in a timely manner, such as fax. The City does
<br /> not by this section waive,release,or forego any legal remedy for any violation,breach, or non-
<br /> performance of any of the provision of this Agreement. At its sole option, City may deduct from the final
<br /> payment due the Contractor(a) any damages, expenses or costs arising out of any such violations,
<br /> breaches,or non-performance and(b)any other backcharges or credits. The City shall not pay the
<br /> Contractor for any expenses incurred or work done following the effective date of termination unless
<br /> authorized in writing by the City before the expenses are incurred or the work is done.
<br /> 6. Changes. The City may, from time to time,unilaterally change the scope of the services of the
<br /> Contractor to be performed hereunder.'Such changes,including any increase or decrease in the scope of
<br /> work(and resulting increase or decrease in compensation), shall: (a)be made only in writing and signed
<br /> by an authorized City representative,(b)be explicitly identified as a Change Order and (c)become a part
<br /> of this Agreement.
<br /> 7. Subletting/Assignment of Contracts. Contractor shall not sublet or assign any of the Work
<br /> without the express,prior written consent of the City.
<br /> 8. Indemnification. Except as otherwise provided in this paragraph,the Contractor hereby agrees to
<br /> defend and indemnify the City from any and all Claims arising out of,in connection with,or incident to
<br /> any acts,errors, omissions, or conduct by Contractor(or its employees,agents,representatives
<br /> subcontractors/subconsultants)relating to this Agreement. The Contractor is obligated to defend and
<br /> indemnify the City pursuant to this paragraph whether a Claim is asserted directly against the City, or
<br /> whether it is asserted indirectly against the City, e.g., a Claim is asserted against someone else who then
<br /> seeks contribution or indemnity from the City. The Contractor's duty to defend and indemnify pursuant
<br /> to this paragraph is not in any way limited to,or by the extent of, insurance obtained by, obtainable by,or
<br /> required of the Contractor. Solely and expressly forthe purpose of its duties to indemnify and defend the
<br /> City;the Contractor specifically waives any immunity it may have under the State Industrial Insurance
<br /> Page 3
<br /> 3
<br />
|